Madness vs Discord Stallion vs Mare
by Flutterdash7
Summary: Discord has had enough. After he was banished to an eternal purgatory, where the most-hated fictional characters are allowed to roam free, he discovers Sheogorath. The Daedric Prince of Madness frees lord Discord and the two team up. Madness has come to Equestria. Complete and utter MADNESS! Contains gender-bent ponies and lots of Flutterdash!
1. Chapter 1

Chapter 1: Chaos of the Mind.

"Cordi! Cordi Cordi Cordi! Misa very happy to see you! Watch doing boppy?" Jar Jar Binks, the most annoying creature ever devised, poked his face into the draconequus's dark shelter.

Discord ran a clawed hand through his beard. Today was going to be a long day. And tomorrow. And tomorrow. And-

"Cordi! Weesa going to be the bestest of friendies! Cordi! Cordi? Why is youssa no listening to Jar Jar!"

He shunted his sunglasses further up his nose, doing the best to hide behind one of the few remaining things from home, Equestria. _'Why do you need to be so far off. I am imprisoned in this absolutely-putrid realm-'_

"Cardi! Cardi look at messa!" The call of the gungan made the Lord of Chaos want to hit something.

"Wessa in Purgatory together!" The excited gungan practically launched himself clumsily into the brooding Lord of Chaos.

_'Stuck with... him... and I have been robbed of my most wondrous powers. How am I supposed to defend myself from this... foul creature?'_ The chaos-lord confronted the Gungan. "Look, Jar Jar, my buddy, my-" he inhaled at the thought of his lie, "pal..." Any further talk was cut off by the exploding nuisance.

"Yousa and messa are buddies! Wohoo!" He proceeded to rush around the annoyed draconequus yelling his head off in joy. "Weesa gonna go see Slippy Toad!"

"No!" Discord flailed his arms onto the Gungan to no avail. It was hopeless; Purgatory effectively prevented any form of physical contact. "Actually Jar Jar, I was hoping I could have some free time.

The nuisance cocked his head to one side, unable to believe his buddy would want to get rid of him so soon. "But if wessa are buddies the youssa should want to spend time with messa." Hope shone from the extended eyes.

Discord wished he could just teleport away to somewhere... anywhere... "Jar Jar, I have a surprise for you, but you must leave this very moment!"

"Meesa getting out of here! Cordi you are the bestest friend ever! In the whole galaxy! Woohoo!"

The door violently slammed shut, giving Discord a moment of brief piece. He flailed sweat off his forehead. _'Now where was I... oh yes. Bored.'_ Long moments stretched on for what seemed like an eternity. The draconequus idly flipped, spinning in slow circles as he attempted to find something better to occupy his mind. Defeated, he settled down once more and proceeded to flip through the pages of purgatory's daily paper. "Blank page... blank page..."_ 'Still,'_ he thought, _'it's still better than Jar Jar'._ "Huh?"

The latest blank page was in fact, not blank. Lines of chaotic mist shifted mysteriously across the surface of the page enticing it's bored reader. Words formed. As did the crazy, grinning face of an old human.

_Well... aren't you a little bored in Purgatory? Could use a little MADNESS in your life? Well then, I am your Scottish representation of an immortal, all-powerful entity!_ The grinning face in the add held immediate appeal for Discord who couldn't help but stare at it in mild disbelief. He continued to page through the add as more lines appeared, drawing him onwards, reeling him in like a fish on a hook.

_Anyways... where was I... I don't have an eternity, oh wait... I do! Anyways, if you choose to work for me, the Daedric Prince of Madness, I shall provide you with plenty of MADNESS, a wide variety of chaotic powers, the right to troll any and every sentient in the multiverse... oh... and access to quality and affordable health insurance. All of these are your's, if... and only if... ya' give me your soul._

The text flared into a greedy red mist that begged the draconequus to submit.

"Never!" Discord slammed the pages across his desk. "I will never give up my soul! Never!"

The dark power of the pages continued to beckon. He knew that if he remained in the room, his usual chaotic mindset would deteriorate into madness and he would have no choice to submit to whoever had found him.

Fuming, he addressed the pages, "that's it! I'm going to make something for myself in Purgatory!"

The Chaos-Master slammed his door shut and slithered out. His steps paced slowly and quietly in hopes to avoid the worse the multiverse could offer. A sinister and vile creature that drove fiery spikes of pain into the hearts of millions of humans. A creature that couldn't possibly be avoided at any cost...

"Cordi!" The overjoyed voice of his worst nightmare rang out, retching all remaining joy from the draconequus's soul.

"Jar Jar... I haven't found your surprise yet... I'll get it ready... just... leave me-" the angry harbinger of chaos turned to face his hated foe only to be cut off by further explosions of unwanted joy.

"Cordi! Cordi! Cordi!"

The dam burst, unable to contain his anger at the single worst thing that had ever happened to George Lucas's masterpiece, Discord unleashed his pent up anger upon the poor gunagan. "LEAVE ME AND THE STAR WARS TRILOGY ALONE!"

"Okie-dokie Cordi! Meesa gonna go away for a while. Messa is going to go play with Scrappy Doo." The boundless energy of the swamp dweller was undeterred by Discord's rage.

Jar Jar bounded happily off, still unaware of his buddies fury.

"Ugh..." Discord shuttered at the thought. Purgatory's inhabitants left something to be desired.

He scurried through the two square of Purgatory. Being Purgatory, there was little objects to interact with. Only a few chairs and a fountain that housed the tears of disappointed fandoms. In the distance, a holographic child strolled through the endless whites.

"Oh hi Discord," an alien creature spoke in an incomprehensible accent. "Anyway, how is your sex life?"

"THAT'S IT! FREE ME FROM THIS PRISON! TAKE ME SOUL! TAKE ANYTHING! JUST GET ME AWAY FROM TH-"

* * *

"Ah... Discord... please... have a seat... and some chocolate-covered chicken," the crazed southern scottish voice of the Daedric Prince of Madness echoed throughout the room. Discord shook himself. _'That was the strangest teleport I've ever done...'_ His eyes adjusted to the poor lighting of his surrounds and he spotted a figure sitting alone in a chair. Unnatural mist hangs in the air, wetting the pelt of the once free chaos lord.

Discord sized up the creature. The strange human was sitting at a table enjoying some sort of meal. The mysterious creature beckoned to the newly summoned draconequus to sit and join in the served food. At the promise of real nourishment, Discord couldn't help but seat himself across from the stranger who appeared to pay him no attention.

"A human? I thought... how do you have so much power?" Discord stared deep into the eyes of the mysterious figure.

"Human? Nah. I'm beyond such classifications. I'm actually an immortal spirit. I'm also a communist, a coupon-cutter, and a fan of recent fashion trends. The names Sheogorath. This here's Pleadius the Mad." At the introduction of a second being, Discord noticed that there was in fact a second strange human shaped creature suddenly at the table. He stared at him in disbelief, _'I thought only I was supposed to do that sort of thing.'_ A smile crossed the dragoniques's features _'okay. You have impressed me. Lets see what you do next.'_

Sheogorath attended to his unique meal ignoring the two beings he had summoned into his presence. Discord allows himself to join in and together the three share a brief meal.

Sheogorath breaks the silence wearing an evil grin of appreciation. "Ye' know... I like you." He pauses for effect. "Where are ya' from? What realm do ya' call home? What's the rent like? Is there plenty of beings to torment?"

"Equestria..." Discord hung his head in shame. "I am banished from the realm..."

"More like encased in stone. Don't ye worry. Ah'ave seen plenty of yer type to know what that feels like. Oh wait. I don't. You do!" He laughs at himself in a way that makes Discord envious. Here is he, the lord of chaos getting out done in some far away universe by an immortal freak. "I bet ya' don't even know how to create... MADNESS! I could easily do yer job!" The stranger propped both feet up on the table taking a utterly relaxed stance while demonstrating his point with his arms.

"No! It's not that easy! There are six magical ponies in bright colors that defeated me through friendship!"

A few seconds of silence followed... before an explosion of laughter echoed through the dinner room. Discord's previous feelings of goodwill vanished under the torrent of abuse his ear drums suffered. Pelagius knocked Discord in a bullying-manner and teleported away.

"Sounds like all ye were doin' was introducing a littl' discord and they brought harmony to yer rain. I'd say I'd be disappointed in ya'. What you need is madness. Complete and utter MADNESS!"

Discord nodded in agreement. Madness certainly seemed like a far more powerful source of power.

"Right... fetch me my GPS..." Sheogorath commanded as if the mighty Discord were but his slave.

"GPS?"

"Actually it's a UPS. Not the postal thingy either. Universal Positioning Service." The Daedric Prince of Madness corrected himself, wearing a thoughtful look upon his ancient face. .

"What..."

"Just get me that thing over there!" Sheogorath fetched the UPS and entered Equestria as a coordinate. "Right... let's go. Be ready..."

Flash!

They appeared in front of a stunned looking Celestia who stared at the impossible sight before her.

"Discord! And some human! What are your schemes now?" she addressed the draconicus in a regal, commanding tone.

"Oh Celestia... I have teamed up with this gentleman. And we're going to bring MADNESS to this realm, and there is nothing you can do about it!"

Discord motioned with his misfit hands, delighted at the prospect of revenge through madness.

"Discord... you are foolish. My magic is beyond measure..." Her horn conjured several spells and began to face Sheogorath. "Whoever you are, allying with Discord is a foolish mistake, and you will pay for it! This is my land, and these are my subjects! You will fall before they are harmed! I am Celestia, Alicorn of the Sun, and this is my realm!"

"Does it look like ah' care?" A staff appeared in the ancient hands of the madman. He grinned his mad challenge. With a twitch of his wrist he pointed his stunty staff at the princess. "I think its time that ye experienced... the WABBAJACK!"

Celestia felt a spell of alien power twists into her nerves. Her own spell vanished, leaving her feeling drained as if she had flown all day. The evil sensation overtook her physical body, however, her mind quickly became steady once more. It was not over.

The pure white Alicorn placed her hooves firmly upon the stone floor, ready to face her foes down once more. But something didn't feel right. She glanced down and became slack jawed, staring down at herself in shock. Her slim, ancient form was wrong. Her body felt and looked more muscular as if it belonged to a royal stallion. In disbelief, she threw her hooves against her cheeks, feeling a foreign texture.

"What!" she cried in a deep bass roar.

"No... no... that weren't supposed ta' happen..." Sheogorath knocked his staff several times.

Discord was beside himself with laughter at the shocked look worn by the royal Stallion who stood before them, too shocked to retaliate. He reflexively reached into unreal space and conjured into being a big bag of popcorn. Upon realising what he had just accomplished, the lord of dissension teleported a few feet backwards in surprise._ 'I have my powers back. I really. Have. Them. Back...'_

He teleported to the madman's side once more and scooped up the fallen goodies with renewed magic.

"I didn't know you would restore my power."

"Not now. Not now. Can't ye see ah' am a tad busy." Sheogorath kept his focus upon his strange device that appeared to channel his powers.

"Hm... yes... here we go!" Another blast impacted the gender-blended alicorn. "Yes.. but it could be better..."

"She has... he has antlers..." Discord was humbled at the talent of his new business partner.

"Have another! Or two! Or three!" The Daedra withdrew his staff and smiled softly. "It's beautiful. And very fitting."

An enlarged, white crustacean with multi colored claws angrily rushed forward. Sheogorath simply knocked it over with the tip of his shoe. "A mudcrab. Ah' do say, quite fitting for er'."

The instant transformation caused Discord to look on in glee. 'Chaos, no... utter MADNESS will be mine' He snapped his pawed hand together, "I have the most brilliant of plans, your madness." The draconequus cheered like a schoolyard colt.

The doors to the royal chambers crashed open, revealing several dozen iron-clad ponies. A sturdy unicorn stood above all and conjured a spell from his horn. "What have you done?" the leader questioned with the authority of royalty, failing to piece together the situation. "You will pay for your crimes!"

A tiny mudcrab migrated toward the newcomer like its life depended on it. The tiny, pearl white carapace retracted it's figure and basked in the protection of the guards.

"Oh, ah' know!" The madman cried out in glee. He waved his weapon towards the guards and opened fire, firing random spells of pandemonium at the startled defenders of the realm.

Shining Armour deployed a hasty defensive spell. The hazy wall of magic covered the group. Rogue spells from the wabbajack deflected against the outline of the barrier, bouncing off in random directions.

"A ward spell? Pony please..." Sheogorath grinned maniacally, clearly enjoying himself and continued to bolt magic forward for kicks and giggles.

The bolts of magic flew in every direction, breaking windows and warping walls. A potted plant became a victim as it's leaves became multicolored and irregular. Discord bathed in the glory of the chaos as his partner in crime continued to blast all manner of warped spells at the shield the guards cowered behind. Sheogorath's grin became even wider and he unleashed a yell accompanied by an extra large rainbow coloured bolt. It bounced off the ward and bounced back towards its caster. The Daedric prince of madness laughed in the face of his own spell and flashed out of existence. The rainbow of chaos flew on and impacted with the royal throne. The majestic feature immediately warped into a spiked pincushion.

An irresistible idea popped into Discord's chaos filled head and he clapped his paws in glee. The draconequus vanished, only to reappear behind the shield right next to the defending unicorn. With an evil grin on his face Discord begun tickling the unicorn with a forepaw. He reached his clawed hand round and joined in, imbuing his ticking with dark magic. Shining Armour's face contorted in concentration as he fought to maintain his defenses.

An accompanying guard lept forward, attempting to defend his commander. An extra large baseball bat appeared in Discords paw and he hit his attacker for a 6, continueing to tickle Shining with his feet. The stoic unicord strained under the pressure of maintaining his spell under the dual assault. A second unicorn jumped in to assist but Discord teleported to the opposite side of the defending pony and his attacker rammed into the commander forming a stallion pile.

The barrage from the wabbajack continued, breaking the last vestiges of defense and slamming into the two downed ponies. They vanished, leaving the remaining guards with looks of panic upon their faces. One bold pegasus charged through the barrage of chaos toward his hated foe Discord. The dancing draconequus pulled out a pink umbrella and acted as if he were dancing in the rain. He teleported around the flying assailant inviting him to a deadly dance to the end, or whatever it is that happens when you get hit by a blast from the Wabbajack.

The stallion picked his moment and roared with anger, making one last desperate assault. Discord chuckled with glee, planting himself directly in the path of an upcoming barrage. With a final delighted look upon his face the lord of chaos vanished and the unlucky pegasus found himself stuck in the streams of nightmarish magic that continued to escape from Sheogorath's device of madness. Sounds of maniacal laughter filled the air as the insane man changed target. He aimed a burst at the dodging Discord who powered up his umbrella and began battling the incoming spells at the attacking ponies as if he were in some game. An incoming armoured knight sensed an opening and dived toward his target, a look of grim determination upon his face. He knew he could not hold out much longer. Suddenly a spell struck him square in the face and a scream rang out, accompanied by the laugher of the two lords of bedlam. The scream rose in pitch and became a light feminine one. Wearing a look of shock the stallion cut short his screech to gaze down at his well toned body that no longer fitted his masculine armour.

A second shot from the wabbajack collided with the surprised mare, shrinking him to the size of toad. Discord piped up, "My Madness, I have an idea!"

"Spew it mort- fellow immortal!" The humanoid corrected himself at the last moment, suddenly irate by the interruptions to his fun.

"Overcharge the wabbajack and we could gender-bend all of Equestria! Oh, the madness!" Discord twirled his arms in joy.

"Well... Ah'll need some juice for me wabbajack." Sheogorath pointed the staff towards Celestia and began to siphon all of her magical energy out of her tiny, defenceless crustacean body. "Hmm... goddess of the sun... that gives wabbajack a power of... 1.21 gigawatts! Perfect!" His amplified voice rang out through the citadel.

He held up the wabbajack, twirling it expertly. "And... Here. We. GO!" All movement ceased. The wabbajack glowed ominously as its bearer held it high, victory written all across him crazy face.

It was as if time itself had frozen. The two trolling tricksters shared a grin as a burst of light engulfed the room. All throughout Equestria, every pony, foal and elder found their lives changed in an instant. Every creature big and small discovered they were different. Every filly became a colt and every stallion found himself a mare. It was reality-warping in it's most simple and complex.

In Equestria, life stood frozen in shock. The only movement that followed was the retreat of two madness gods.


	2. Chapter 2: Chaos of the body

Rainbow Dash pulled out of a dive as her body tingled. The strange sensation rippled through her like wild fire, tearing her apart from the inside. She crashed into her loyal spectator whose soft cheering suddenly gained a touch of bass.

"What was- WHAT THE?!" She jumped into the sky in surprise. Her normally high pitched voice sounded all too masculine and deep for the tomcolt mare.

Her eyes locked with her friends cyan ones and she stared at the once rounded muzzle in shock. Fluttershy well and truly looked like Flutterguy. Despite the hilarity of what she was seeing she couldn't' bring herself to laugh. Something felt wrong. Her body felt alien. She raised a tender hoof to her muzzle and confirmed her fear.

Both close friends were now stallions.

The magic of shock hung in the still air, Fluttershy was the first to notice something else was off, the birdsong had ceased. However, the still air wasn't the only worry on the shy pegasus's mind.

He focused his stunned gaze at his fillyhood friend in complete and utter shock. _'This just can't be happening... this really can't be happening. How am I supposed to take care of my animals now? They won't know me anymore? Angel bunny... I hope he will still recognize his mommy. I'm... I... I feel so weird. This can't be real.'_ His glazed expression shifted into focus as he looked upon his best friend.

The once well toned tomcolt mare had become a beautifully toned stallion. A heated blush overcame his cheeks as his eyes were now unsure of where to look. The intense heated attraction only seemed to grow as he gazed upon him, utterly awed.

Dash noticed the eyes of creamy stallion before him wander and smirked. He wasn't quite sure why, though he couldn't help but revel in the attention. Especially from Fluttershy.

"Like what you see?" He asked teasingly, licking his lips.

Fluttershy immediately hid behind his well cared for pink mane, emitting a soft bass 'eep'.

Dash expelled a sigh. "Still the same old Fluttershy."

"W-what happened to us Dash?" The slender stallion began quaking in fear at the thought of the unknown.

"Twilight should know. Come on." He grabbed his buddy's hoof, tugging his long time friend into the sky. "Wow. I've had an upgrade. These wings must be 20% more powerful," he joked to his distressed companion.

It fell flat as Fluttershy failed to get the joke. The distraught, timid pegasus slowly descended toward the ground below, his half hearted attempts at staying aloft falling just like his moral.

With a powerful tug from his now more muscular forelegs, Dash yanked his companion back up and into his firm grip. With the timid stallion perched in his embrace as if they were colt and wife, Dash continued onwards, satisfied.

After flying in silence for a few moments Dash attempted to break the silence once more. "You know 'Shy, you feel a lot bigger now," he chuckled, playfully shifting his weight around as he tested out his new body.

"Sorry..." The reflexive nervous tone escaped the shy stallion as yellow wings brushed against Dash's muscular chest. Fluttershy cuddled into her friends rippling coat overcome with the unnatural change to their bodies. A tear slid down his yellow muzzle and onto the cyan coat of Rainbow Dash.

"Oh, come on now, Fluttershy. Pack up the water works. We only turned into colts, after all!"

"But... but you're normally a tomcolt... and me... I'm... I'm... just..." he sniffed back tears, as he nuzzled into his best friend's coat for support.

The bold pegasus unleashed a sigh. Fluttershy will be Fluttershy, and it seemed that even becoming a stallion would not change that.

"At least the only thing that's changed is our genders." He attempted to comfort his creamy friend.

However, it was as if Discord had heard him, for just then a nearby tree lifted off and began floating as if it were encased in an antigravity field. It was soon joined by more plant life and shocked birds took off into the skies around them. Pain crossed the animal caretakers face, he hated seeing his charges distressed. But it hurt more knowing there was nothing in Equestria he could do to help them. With that knowledge, tear flowed openly down the timed stallion's face.

"Please... I want to see my Angel bunny." He sniffed back tears as he gazed up into the stunning rosy red eyes of his best friend. "Please... I need to know he's okay."

Although the thought did not please him, the athletic pegasus changed his flight path. "Okay. Lets see what these babies can really do." With increasingly powerful wingbeats, mighty blue wings drove the duo of aerial ponies onwards toward their new destination.

* * *

"This... Spike! Check my books! Check anything!" A purple stallion rushed through a maze of recorded history with massive confusion.

His rich tenor voice summoned his helper, a now female baby dragon who was quickly becoming exasperated at his older siblings panic.

"Twilight? Twilight? Twilight! Help! Books can't do anything!"

"Oh shut up! You don't look much different! Just a few eyelashes! But look at me! What is Celestia going to say? I'm supposed to be the best with magic, and I get turned into a stallion? This is not good Spike. Not good at all..."

The young female dragon tossed several books towards the lavender unicorn. A select few crashed against the floor, while one impacted his head.

"Sorry..." Spike said. "Wait... this isn't probably a funny time, right?"

"Funny? What part of this is funny to you?"

"Your mane style hair is kinda funny..." Little girly giggles followed and Spike found himself unable to contain himself as he rolled around on the wooden floor in a fit of laughter.

"I don't have time for this! I need to see what happened to the rest of Ponyville! I need to formulate a hypothesis, test the results... Discord..." A look of sheer horror crossed his features and he stopped dead in his tracks. The thought of the greatest threat to Equestria escaping his stone prison sent chills down the purple stallion's spine.

"Huh?" replied Spike, batting her feminine eyelashes.

"That's just weird..." Twilight shrugged at the bizarre sight of Spike. "Discord is behind this! I just know!"

"Twilight!"

A voice that edged on masculine cried outside of the library's door. Powerful hooves kicked the edge of the door, thundering echoes alongside several giggles. Twilight hid in shame, hoping to delay her new gender for as long as possible.

"Fine! I'll kick it down then! Here comes Mr. Bubble Berry!"

An energetic muscle-bound ball of pink exploded into the room, brightly coloured streamers trailed him as he bounced toward the shocked unicorn.

"Bubble Berry?" Twilight gasped at the sight before her. The moment was beyond reason, beyond logic. And for a first time in all of recorded history, it was beyond Pinkie Pie. It now belonged to Bubble Berry, or whatever Pinkie Pie had become.

"Oh my gosh! This big magic wave came and turned me into a stallion! Just how funny is that? I'm bigger, stronger, and my hair isn't as poofy! I have a deeper voice, and I have new priv-"

"Pinkie!" Twilight dismissed his friend's immaturity with a hasty shout. "I know! Don't make this any more awkward than it already is!"

However, as usual, there was no stopping the force of a rambling party pony on a mission.

"But it's so funny! Oh my gosh, this calls for a party! Nopony else can be Bubble Berry; I called it! What is your new name Twilight?" Bubble Berry bounced with joy, his more powerful frame propelling the lively pony into a speedy orbit around his shell shocked friend.

"I'm still Twilight Sparkle!"

Upon confirmation of Twilight's name, Bubble Berry lept into the air tossing his streamers in a celebratory fashion. "Then let's party! And Twilight, you look hot as a stallion!" Twilight's jaw almost hit the floor at the unexpected, unwanted news.

"Pinkie!"

"Just saying..." Bubble Berry trailed off, saddened that he was currently unable to lighten the stormy mood that hung over his good friend. "You know... you do." He grinned cheekily and attempted a bounce to restore his sense of well being once more.

Twilight didn't want to hear or deal with his friends complements right now. Bubble Berry's normally joyful manner was only serving to worsen the ex-mares attitude. He wanted to be alone, to study, to figure out how to reverse Discord's spell of madness. Remembering his previous task, the lavender stallion utilized his magic to summon the books he was studying to his side once more. Books, his safe zone.

"Well Pinki- Bubble Berry," Twilight replied whilst opening several books. "I'm just saying that we should probably check out at the magnitude of the spell here! Like really! Imagine all of Ponyville!"

"They are going to be partyin-"

"Pinkie!" Twilight threw his head into a pile of books.

"Ugh... that is like the third time you've said that. It's Bubble Berry now. Don't make me remind you of my awesome new powers! Let's find a solution... get rid of all this silly, funny stuff and go back to being boring. What do you have there?" Pinkie rushed forward and began to page through several books with gusto.

The quick search produced no results.

* * *

Rarity daintily meandered her way though the market place. She stopped at her usual stalls and collected all the required items. Everything had a place, every purchase and bit, safe in her stunning purple pack that looked as if it belonged to royalty. The peaceful day was certainly something to relish. The birds were chirping happily in the tree tops, the glorious sun shone, making Rarity's alabaster coat shimmer wonderfully in the light breeze. Yes... everything was perfect.

She wandered up to a stall owned by one of her good friends. The farmer was busy with a few customers so the designer chose to wait patiently in line. As she stood in line she hummed a sweet tune to herself and imagined the delightful dress she was soon to put the finishing touches on back home.

Suddenly an unnatural blast of magic stifled the happy banter taking place. Rarity felt a painful itch work its way across her body. She wanted to scream in pain but found herself transfixed by the unwelcome magic. She could feel it in her horn, whatever was doing this was not from their world. She fought it with all her strength and yet it was all pointless. The unnatural magic finished its business and she found herself released from the vice-grip. Her horn ached and her manly body felt peculiar. 'My body! What's happened?' Panic immediately filled her mind.

With the descending haze of anxiety she gazed around at the shocked ponies around her. After a moment she realised something was wrong. Very wrong.

"What the hay!?" Applejack's baritone voice rang out across the hush. Rarity turned his gaze to the muscular orange stallion that stood behind his stall.

He rushed at the surprised orange farm pony, enveloping the poor stallion in a hug and burying his face in the blonde mane.

"Oh Applejack. What's happened to us?" He begun balling his eyes out in front of the shocked crowd.

"Ah… ah' don't know gal."

The miserable fashion pony continued to soak the shoulder of the friend he relied upon.

"I'm ruined! How can I be the queen of fashion now? How am I ever supposed to fit dresses onto this ugly body! Out of all the things that could happen... this is the worst possible thing!"

Not knowing what else to do, AJ settled for running a comforting hoof over his friends back.

"Ah, know. How about we go an' find Twilight. Ah'm sure she'll know what's goin' on."

"What's going on? Is this some game? What am I ever supposed to do now? Charm a prince with my stunning... mustache? Oh Celestia! Applejack I feel as if I am going to faint!" A faint flush over grew Rarity's cheeks.

"Snap out of it!" Applejack's massive muscular forelegs gripped Rarity and shook him several times. "We ain't gonna get any better if ya' don't calm down!"

Sudden quiet filled the marketplace. The panic in the air simmered for a few seconds as everypony absorbed the wisdom of the bold farmer.

"Thinking at a time like this... I have an idea. We should panic!" Rarity's hooves began a storm of sorrow.

"Come on sugarcube. We'll go talk to Twilight and get this all figured out. Okay?"

"Just get this preposterous facial hair off my ravaging face!"

Applejack shook his head sadly, his friend needed help and fast.

* * *

Discord hovered above Canterlot. She gazed over the cityscape below as ponies ran around panicking. Chuckling softly to herself, the draconequus pointed to one of the majestic towers on the side of the palace. "And now you can get bent."

The structure warped and twisted, slowly wobbling in the breeze

"AAAAAAAARRRRHHH!"

Discord jumped at the sound as two stallions plummeted past. "There you two went…" He chuckled as they bounced off a massive cotton candy cloud and fell on an ornate floating building below.

She teleported down to meet her two fellow new females.

"You!" The angry voice of Shining Armour rang out as she staggered to her hooves.

"Oh yes, poor little old me. Oh look at Discord he's so bad… Really…" The draconequus teleported again, this time re-appearing seated upon the unicorns back as the other pony stared on in shock. "But look…" She held out a feminine paw, "I'm really just like you."

She giggled as the angry mare took a swipe with a forehoof, actively attempting to dislodge the slippery draconequus on top. This time, the lord of chaos vanished and appeared inside a cloud above smiling out through the pink puffy layers.

"You know… this stuff always tastes divine. You should try it." She suggested grinning.

Shining fired a blast from her horn into the cloud, shredding it. Puffy chunks of candy fell around the duo, revealing no sign of the elusive foe. Shining helped her companion to her hooves and the two looked around with uncertainty. Where had the trickster gone? They both knew it would be foolish to assume the draconequus had vanished. Preparing for another conflict, Shining turned and spotted a miniature figure of her hated foe siting on the windowsill. The glazed glass the supported the image cracked as the angry unicorn rammed her horn through it.

"Oh you're going to have to do better than that dear. Oh bother it's stranger than I imagined it would be, stuck as a shemale and no wabbajack in sight…" The voice taunted the two guardians of Canterlot as Discord flitted from pane to pane, waving and pulling faces at them.

"You know… how about we have some fun. I'll borrow your horn." Shining felt her precious horn disappear from her head as the magic of chaos took hold of her.

"Don't worry. I merely want to have some fun with it." The draconequus appeared in front of the pair as a massive image on the wall, larger than life. "Now that you don't have your magic, how about we play a little game… I'll give this back." She bounced a lifelike image of the stolen horn in her claw, "if you can make it down to Canterlot again. Something nice and simple, I don't have all day." The cheeky creature appeared in reality sitting on Shining's back once more. "You know this back of yours could make a great deck chair."

Twisting in a violent attempt at her enemy's removal, Shining once again removed the menace from her back.

The sad faced, cheeky draconequus poped into existence in between them. "You two are only small fish to fry, I have greater things to take care of."

Both ponies tried to attack her again, hitting each other as the laughing lord of chaos vanished at their touch. "Silly ponies… I'll now add to your deal. If you don't make it down soonish then I'll take Canterlot with me. I have a few locations in mind that would absolutely love to have this decor."

Knowing it was no good, Shining spoke for the both of them. "Fine. We'll play your little game. I will get my horn back!"

"Yes yes, now chop chop now. Please do this, I really need a pre show party and you two are my ticket." She smiled down at them as popcorn appeared in her grasp.

"Oh and one last thing… this will be our little secret. I don't need other ponies knowing I'm this warped. Ta ta."

Shining turned to her companion, sighing. "Lets get a move on soldier."

As the two ponies searched for a safe path down through the floating buildings, two beady eyes watched from behind the draconequus's signature sunglasses.

"My return… it's already so much fun!" She chatted happily to herself as she settled down upon a cloud to watch, sipping an ice cold drink of lemonade. "Although... It would be nicer if that lord Sheo could get back already. I feel the urge to become more... masculine once more. This whole being she thing has got old a lot faster than I thought it would. Oh well... at least I have some free entertainment while I wait." She glanced down her slim form, confirming her desires before becoming enthralled in the plight of the two perilous guards below.

* * *

"Oh hi gal- oh hi guys! Don't you just love my new body? Bubble Berry here, nice to meet ya'!"

An eager pink hoof was violently dismissed by a contrasting white slap. Pinkie met the new arrivals with a cheery look upon his face that was not mirrored by anypony else.

"Oh come on guys! This is going to be heaps of fun. And Applejackie, you could now buck trees even harder than ever. Imagine the work you can get done on the farm now?! Rarity... I like your mustache?"

Rarity burst into his third consecutive set of tears for the day. Applejack kept the drama-king on her hooves with a strong grip.

"Please leave him alone. Rare is taking this... uh... badly..." The farm pony continued to attempt to sooth the waterworks.

"Well jeez... it's not like anything serious happened. I mean, think about if all of the donuts in the world disappeared! Think about it guys! That would be awful! Does that make you feel better Rarity?" Pinkie smiled with prideful ignorance.

The ex-fashion mare's tears spit out in his dismissal of Pinkie's analogy.

"Oh well. Um. Please come in and close the door behind you. I'd prefer it if the rest of the town didn't have to see me like this," Twilight asked in mild desperation.

"Uh... Sugarcube... the whole towns like this ere'." The shocking reply caused the lavender unicorn to freeze._ 'This cant be real...'_

Before anypony could shut the door, in burst a frizzly rainbow mane.

"Dashie! You look awesome!" The party pony was the first to open fire upon the newcomers, bounding toward them as if he hadn't seen them in months.

Fluttershy hid behind his protector, afraid to show his new face to the others. Dash glanced down at his friend and sighed. He petted his companion with a comforting hoof, attempting to assist the creamy pegasus into the room with the others.

"I feel weird." The speedster grumbled. "But I gotta say... being a stallion isn't all bad. I had an awesome time testing these out on the way here." Cyan wings flicked in illustration of his point.

"Does anypony else have a cool new name?" Bubble Berry asked, buzzing with his usual unstoppable energy.

"How about Complete Catastrophe!" Rarity cried.

"Uh... nope." Applejack replied as he continued to rub the distraught stallion's back.

The nigh berserk party pony pulled a suggestion out of thin air. "Oh I know! How about Purity?" Rarity looked unsure at the offered suggestion.

"I... I don't know darling."

"I'm thinking... Rainbow Blitz!" The athlete announced, demonstrating his point with action, gathering a startled yelp from the pony hiding under him. "Rainbow Blitz, that flies in style!"

"Really darling? Such an uncouth name." Rarity allowed the disdain to ring through in his rich tenor voice.

"Hey. It's at least 20% cooler than your name Purity."

"I did not ask to be called that." The alabaster unicorn retorted. "But I dare say, I shan't allow my glorious name to be marred by such a horrendous figure... so that will have to do." The defeated tone rang out from the shattered unicorn.

"Okay everypony. Now that we have that sorted I think we should try and arrange a town meeting. Maybe we can piece this together logically." Twilight drew his attention towards Rarity, "And not panic."

"Logically? What's logical about a magic wave that destroyed my feminine charm? Oh... woe is me!"

* * *

Never before had a Ponyville town meeting been so chaotic. Gender was apparently as serious as Rarity suggested it. The title of town meeting was somewhat misinforming. A better description would be a town riot. Demands for answers, demands for original gender, and finally, demands for demands.

"Everypony! Everypony! Please listen! Our best expert on magic, Ms- Mr. Twilight Sparkle has agreed to speak to us. Listen, you must remain calm at this moment, and listen to what Mr. Sparkle has to say," the mayor of Ponyville said to the angry mob. Just like the old stallion he had become, the mayor rested on the chair behind the podium.

"The mayor is right everypony. I know that I myself am having quite the difficulty understand the situation, but panicking won't help. Now, Spike, fetch me checklist!"

The girly dragon threw the checklist into Twilight's pulse of magic.

"Now let's see... I need everypony to calmly tell me what time the 'change' happened..."

A universal consensus of answers was thrown the scholar's way and promptly written down on Twilight's notebook.

"Okay... now... we need to identify the scale. See if this only happened to Ponyvillle or it spans a greater area..."

The mayor popped out of his seat. "Twilight, that's a great idea. You and your friends should go to Canterlot and ask for help! If anypony can fix this problem, it's Princess Celestia. All in favor?"

A cheer racked the packed meeting space as the answer to mayor mare's suggestion.

"Celestia has the strongest magic in all of Equestria. You are right mayor. We are off to see the princess!" Twilight turned her vision to the six stallions beside her. "Right girl- guys?"

"Ugh... can I possibly get my identity officially changed beforehand?" Rarity asked in an annoyed tone.

"Yea! I'm up for some action!" Rainbow Blitz shot into the air hoofpuming the sky in anticipation.

"Um... I can stay here... I-if everypony doesn't mind..." Fluttershy trailed off, locking his gaze with the ground underhoof.

"No. You are with us Fluttershy. What would we do without you?" Blitz lifted his chin up.

"I know Flutterguy? What would we do without you?" Bubble Berry bounced, not realizing the insulting nature of his nicknaming.

"I'm still a year older than you... even though we are boys..." Fluttershy replied with an unusual edge in his deep voice, inching closer to his defender.

"Come on ya'll. Equestria ain't gonna save itself!"

"Yay! Cutie Mark Crusaders gender seekers!" Three excited young colts dashed over to the departing adventures.

"Oh no ya'll don't. Ah' want ya' young troublemakers ta stay an' watch over Granny Smith."

"Awwww... But he don't need our help." Cried Apple Bloom.

"Girl- young colts. Ah am' telling ya'll to stay here." The blond farmer put his hoof down, denying his young brother and troublesome accomplices passage.

The trio of trouble wandered off to sulk as six stallions moved out, advancing towards their goal. They bore the weight of dozens of ponies responsibilities. A fern floated past, borne aloft on the magic of chaos. Purity kept within a safe distance of his defender while Fluttershy mirrored his actions, sticking close to the bold Blitz. Twilight strode ahead of the group, neither confident nor happy. Yet the spellcaster knew that somepony had to lead and he felt a burning desire to make sure his mentor and mother figure was safe. While they had tackled many dangerous adventures before, none were quite like this.


	3. Chapter 3

Discord gazed over the landscape below. The bored, gender-bent draconequus ran an idle claw through a patch of grey cloud. It flashed all the colours of the rainbow at her touch causing a smile of satisfaction to ripple across the otherwise annoyed looking face. _'Well I guess I at least still have my powers. What a shame I can't turn myself back to normal. I don't need all those useless ponies knowing the lord of chaos is under the same spell as they are. I'm above them.'_

As it turned out, the lord of disharmony between ponies had simply become bored with not being her usual self. It just seemed to drain draconequus's will and need to be herself.

The unreal noise of the UPS brought the brooding harbinger of chaos back to reality. "Sheo," she called out, turning around to face the man who had changed everything. The gender warped draconequus fluttered her eyelashes at the figure in front of her.

"Ahh mh' favorite draconequus. Ah' see ye' got bored o' playing with yer toys down there. What can ah' do ye' fer?"

Discord waved a hand, motioning to her own body. "Well? It's not going to change itself!"

"Oh tut tut tut. Ah'd have thought a lord of discord such as yerself would have loved a grand ol' laugh."

"I do ponies. Not myself." Discord stated defensively.

"Weel... Ah guess... If ye' can win a game I'll offer to change ye' back. How aboot it?"

Being no stranger to tricks and twists, the cunning draconequus just had to ask, "What's in it for you, oh Lord of Madness?"

"Ye' got me there.. That ya do." he scratched his chin staring off into another dimension. "How aboot... If ah' win ye' come down as ye are and meet them ponies that are coming to get ye'? That'll be a grad ol' laugh fer me. Ye'll be no allowed ta just hide up here all day and play yer games from afar. That would fix ya." He grinned in a haphazard way at the gender-bent immortal before him.

"Done." The master of disharmony between ponies offered a claw. The madman before her shook it, wearing a grin upon his crazy old face.

"Right. Now, what game?"

"Ah was thinking. How bout a game of madness and questions, tricks and traps."

Sheogorath waved a hand and what looked like a chess set appeared on a giant mushroom. The fungus expanded and flattened to accommodate the warped looking pieces that maneuvered themselves into place upon its slowly shifting surface. The Daedric prince seated himself calmly, grinning a challenge to his chaotic counterpart.

"Are ye' ready to 'ave some fun?"

Discord rubbed her forepaws together, eagerly anticipating victory. The draconequus teleported to her side of the board, clapping odd paws together. A tree floated up, positing itself under Discord who immediately reclined upon it.

"Oh and tis good that ye've found a nice place to relax because some parts of this 'ere domain migh' disappear as we play. We migh' also wind up on th' other side of Equestria... but ye' can ferget that ah' ever said that." Sheogorath grinned as he made the first move.

* * *

Canterlot.

The most magnificent city in all of Equestria. Home to the royal alicorns who had ruled their kingdom with kindness and love for as long as any pony can remember. Today however, discord reigned, very close to complete madness. The normally clear sky was dominated by enough brightly coloured balls of cotton candy to keep Pinkie Pie busy for a week. Several buildings were floating around with no sense of gravity. The upper class ponies trapped inside found themselves too busy hiding to take notice of the horrors of the outside world.

The train pulled up to Canterlot Station, coming to a stop along the platform, right on schedule. Many of the Royal Guards stationed in and around the station were now noticeably female, considering many of the guards had been stallions. Despite that they were trying their hardest to maintain their cold, hard, stoic stares as they stood in place, there was no denying that they looked incredibly embarrassed, as if out of place. It was apparent in their eyes, which oftentimes shifted about, as if nervous.

Passengers from the train disembarked, heading in all directions to their various destinations. A group of six stallions made straight for their goal, the royal palace. Everypony was hoping that nothing too evil had befallen their rulers.

Twilight immediately started out ahead of the group. Trying to look as confident as he could in the face of the madness that Canterlot was suffering. Bubble Berry bounced alongside the lavender unicorn, it seemed nothing could get that stallion down.

Even in his new body, Rainbow Blitz still felt the incredible urge to just soar in the skies faster than a speeding bullet. After some time on a train, it was no wonder his powerful wings were just itching to flap like never before. In fact, he felt ready to announce he was going to fly a head to give the city a once-over and see if there was any trouble to keep an eye out for. Not that it was necessary, but it was something to do, and it was better safe than sorry. It was win-win.

However, he caught sight of his best friend at the corner of his eye. He looked immensely nervous and out of place, much like some of the guards that let their emotions slip. Except even worse. All at once, his heart sank. Even as a stallion, Fluttershy was still Fluttershy. Nothing would change that. He couldn't stand seeing his best friend so upset and nervous like he was, and right now was no different. The protector thought for a moment about what he could do to make his friend feel better.

It came to him then. Blitz gave his best friend his most charming smile and then lifted his wing, gently laying it over him protectively. Fluttershy blushed, visibly, but he smiled sweetly in appreciation. To further add, the nervous stallion walked closer and snuggled up to the daredevil. Blitz blushed, feeling embarrassed about this position in public. But he put his discomfort aside. At least Fluttershy was at ease, he could never turn down his wonderful snuggles.

"Thank you, Rainbow..." Fluttershy's still sweet and soft baritone whisper made the the protector grin widely.

The embarrassed athlete nuzzled him and felt his cheeks heat up even more. "D'aww, you're welcome, Flutters. Don't mention it."

Purity hung close to Applejack who walked with purpose alongside the still distressed fashion artist. Although the farmer would have prefered to be up front leading the group with Twilight, he felt obliged to stay back and keep a watchful eye upon the highly nervous unicorn. He really didn't want his friend to lose heart now that they had arrived.

"Hey there, Purity. How about ah give this..." He stopped and gave the nervous ex-fashion queen a quick hug, holding onto it for a few moments for added comfort.

He pulled away, blushing ever so slightly. "Now come on, we need ya." He offered his hoof to the delicate stallion.

"Thank you dear." Purity wiped away a tear. "It's just so very hard to live with...this body."

"Ah know... Ah'll be there for ya' ever teeny step of th' way. Okay?"

Still distressed by his lack of feminine charm, the unicorn nodded, fighting back a few tears. "Yes. Thank you Applejack." He took the hoof of the strong stallion and allowed himself to be led along, trailing the other ponies in the group.

A very sad looking Spike trailed her crush. All she could think about was the disaster that was going in front of him. There was Rar-Purity, in need of her comforting and loyal presence and yet the alabaster unicorn had gone seeking the comfort of the uncouth farmer who looked a little embarrassed by the whole situation.

With more of a peace of mind, for the most part, the Elements of Harmony made their way to Canterlot Castle. Together. As a team. Ready to face this. Whatever might mean.

"Look. There's Shining Armour!" At Twilight's cry the group centered their attention upon a lone bone white unicorn who was standing majestically at one of the upper towers. Defensive magic radiated from the strong guardian. It is clear he was in the middle of trying something important. However no pony had any idea what he was trying to do.

The alarmed group broke into a full on sprint in their effort to get to the safety of the palace. Rainbow Blitz took flight, zipping on ahead like some sort of scout.

The main gates entered view. To everyponies horror they were bent open revealing a whole range of strange changes within.

The regal form of Prince Luna appeared from behind the munted gates. He rushed up and gave Twilight a surprise hug. The stallion on the receiving end stared at the royal alicorn hugging him in complete shock.

Pulling away, the prince addressed the group. "We were so worried about you."

"About us? Look at you!" Purity, having told himself that a solution would rest within the Royal Sisters, burst into his usual tears.

"We actually... Celestia... we must show you. It is beyond words."

Luna led the stallions through a massive maze of unproportional chaos. Stairs were warped, widows floating without support and candles shone with every colour of the rainbow. Candy grew along the leaves of potted plants. Bubble Berry happily devoured each and every one, finding himself euphoric in the presence of the sugary sweets.

"Behold... this is what has become of our- my sister."

"Oh my Celestia... look at... Celestia." Twilight became nothing short of an icicle. His mentor, teacher, idol...

"Oh! Can you make me into a lobster? I've always wanted to be a lobs-"

"Bubble!" the chorus of annoyed ponies quietened the source of comic relief.

"Thou shall not make a mockery of thy sister!" Luna quickly rose over the pink stallion, his tone nearing that of the royal canterlot voice.

"Hold on... Luna... it's just Pinkie. Or Bubble Berry..." Twilight gazed into Luna's eyes. "I need you to tell me everything. Who did this? And why?"

Luna spread her wings apart and dramatically rose above the stallions. "We saw the chaos master... we believe you know the foul creature as Discord."

"Chocolate ra-"

"Bubble! Be quiet or I'll make you quiet!" Blitz threatened.

"There was something else with..." Luna paused for a brief second, as she was alien to the word to calling her old foe Discord. "Discord. Whatever it was, it took the appearance of a human. But thou did not recall it being a human. It was much more powerful..."

Tiny pincers clapped here and there in tiny rage. Bubble Berry rushed over to the Royal crustacean and took a seat. "Pattie cake? I'm never too old for pattie cake!"

"Just ignore him," Twilight said to Luna. "He's like a child in an adult's body."

"Thou, I mean... Twilight, do you have any ideas for thy? We must save our- my sister."

"Well... we gotta find out what was helping Discord. Anypony have any ideas?"

"We remember very little. The foul creature took the appearance of an old stallion human. With a multi-colored suit and a staff."

"Did you say a staff? And a multicolored shirt? I know that guy!" Bubble Berry sprung towards Luna and bopped him on the nose. "That's Sheogorath; the Daedric Prince of Madness. I once got teleported to his dimension and had to mess with pony's minds. And turn humans into bunnies. He turned out to be pretty cool."

"Thou must tell us immediately! For Celestia's sake!" Navy hooves gripped the energetic pink figure.

Bubble Berry bobbed his again. "Calm down Mr. Nighty Pants. He's from a realm called Nirn to the morties there... it was so much fun! I met this really cool girl who was part dragon and part pony! She taught me something awesome! Are you ready?"

"Get on with it!"

**_FUS RO DAH!_**

Luna was thrown down the hall by the power of the dragon shout. With look of shock written across his face, Twilight rushed to the crash site. Everypony else just stared in shock at the impossible event.

"What has thou..."

"Princess! Are you okay?" Twilight threw his grip around Luna, completely forgetting the change in title, attempting to lift the alicorn.

"We are fine. Where did you learn such dark arts?" Luna replied as she shrugged off the pain.

"Yea' where did ya' learn that, Bubble?" Applejack added, slowly recovering from the experience of witnessing the power of the dragonborn for the first time.

"I already told you. Jeez..." Bubble took another seat and began to play with an unwilling Celestia. "We can't get there unless we are summoned, silly."

Purity aggressively rushed the party pony, glaring into Bubbles's eyes as he were trying to burn them out. "Listen to me. I must have this fixed. Now! Tell me how we can get summoned."

A pink goof ball rolled with uncontrollable laughter across the warped floor. The sane ponies found no humor in the situation.

"Oh silly! We can't summon ourselves! We need to be summoned! But look at it this way, you have a rocking stache! And Dashie and Fluttershy are still going to fall in love! So we're all good! Party time! Let's go get a pool for 'Tia! Come on guys! Mudcrab party!"

Bubble Berry bounded energetically out of the room, leaving nothing but silence.

* * *

"Luna... there has to be some solution. Somewhere in this library..." Twilight Sparkle and Prince Luna searched through the royal Canterlot library. The pair often clashed into each other as they levitated piles of books in their haste to find answers.

"Princess- Prince, are you sure you don't know anything about Daedra?" Twilight asked, paging through several encyclopedias.

"We are sorry Twilight Sparkle. We know- I know nothing of which you speak," Luna frowned, continuing to leaf through his volume before dropping it and hastily grabbing another.

"Okay... so Pinkie- Bubble Berry says we can't summon ourselves; we need to be summoned. This Sheogorath... we need to get his attention. And maybe he'll summon us. Surely you Luna, with your power power and status, could draw some attention?"

The royal alicorn shut his books and turned his gaze upon Twilight, "Are you sure Twilight Sparkle? We are not sure..."

"Luna... just Twilight is fine," she smiled, admiring the Prince's innocent eyes.

"It shall be done Twilight! But we need a plan to get his attention," Luna paused. "SURELY THE ROYAL CANTERLOT VOICE COULD DRAW ATTENTION!" The loud bassy tone rang out across the castle, you could just about see the shelves shake from the force.

"Nice... but I think we might need to be a little more creative than that..." the purple stallion trailed off shaking his head trying to stop the ringing.

"Did somepony say creative?" The unwanted bundle of joy appeared, knowing, as usual when he was needed.

"What is thy business Bubble Berry?" Luna said, mildly annoyed at the sight.

"I'm super-duper creative! Like super-duper! Sheogorath and I, we're good buddies. But he only talks with us morties when he goes on vacation! He's so funny about his vacation spots! But if we can get his attention when he's on vacation, then we might be able to find him!" Bubble spoke, occasionally throwing confetti to lighten the atmosphere.

"How dost thou know when Sheogorath is on vacation?" Luna investigated.

"He's probably still here, but I don't know where he is, silly! You don't either! And you! And you! It's would be like finding a sprinkle in a pool of frosting... yummy! Let's do that! I'll get it ready! Pool-frosting party!" Bubble disappeared as quickly as he arrived.

"While thy Bubble has odd priorities, I sense truth in his words. Finding this Sheogorath is challenge massive in scope." Luna took a seat and slowly exhaled, "Twilight, you must have some sort of idea."

"Well. Do you know how the two arrived?" Twilight asked the prince with an inquisitive look upon his face. After a moment of silence he decided to continue, "we could try a tracer spell. They will show up if they are anywhere in Equestria."

"A most excellent idea Twilight! We- I, will search the library for the spell. You must ready your companions. Time is of the essence. We must locate Discord and Sheogorath before it is too late! Celestia's sake depends on it!"

"Right. And the rest of Equestria. I better go round up the guys!"

Twilight galloped out leaving the alicorn in peace to continue his research.

* * *

"Come on Fluttershy. Lets go. I need to stretch my wings." Blitz announced.

"Um... okay." The soft reply was almost inaudible as the shy yellow pegasus shrunk a little, nervous about going flying with chaos in the air.

"Look... I can hold your hoof if you need me to...just lets go, come on! I really need to stretch my wings."

"Oh... It's okay... Y-you can go. I'm happy stay here..."

"Oh no you don't." Rainbow lend down and nuzzled under the panicky stallion's chin. "Up!" He heaved, easily lifting the bundle of shy. "Right...now. It would be really nice to have a flying buddy and I figure you're my best friend Fluttershy, so please..." His cerise eyes shone pleadingly into his friend's own aquamarine ones.

Rainbow held out a hoof with an ever slightly annoyed look upon his face.

"Okay... I guess I can..." Fluttershy nervously took the offering.

The bold wasted no time in leading the shy into the sky above the chaotic city The pair hovered above the palace, Fluttershy found his gaze ensnared by how warped the once beautiful structure appeared. Hunks of stone and statues floated by while windows swirled with menacing power.

"Right. Now how about you go find a nice place to sit on that tower over there and I'll warm up. You look a little uncomfortable up here." Dash grinned knowingly over at his acrophobic friend. The shy pegasus happily took the opportunity to glide over to the uppermost balcony.

"Are you ready there Fluttershy?"

The nervous stallion glanced down at the ground far below his balcony then up at his friend. A moment of silence hung in the air as he fought his nerves.

"Yes..."

"Are you ready to cheer your best friend on?"

"Yes..."

"Okay then. Lets hear it!"

Fluttershy summoned up his courage then unleashed the loudest possible cheer his deep voice could muster. "Yay!"

The trickster let out a groan. Even as a stallion, the soft bassy cheer was barely audible.

"Well. Just... try to be louder. We gotta practice for when we're back to normal."

Fluttershy nodded in agreement, his eyes starting to wander as the powerful weather pony hovered in the air with graceful ease. The daredevil stallion took off like a speeding bullet leaving his signature rainbow trail. With his newfound strength Blitz found unexpected power and plowed through his first choice of obstacle, a candy cloud.

The annoyed pony shook himself dry once more, muttering curses under his breath. With the watchful gaze of his buttery friend below, he sped off toward another set of candy clouds. This time, Blitz remembered his new male body and zig-zagged between his targets like a Wonderbolt in action.

Far below on the balcony, Fluttershy's aquamarine eyes followed the stallion's every move. He could feel his gaze slipping, slowly, very slowly away from the tricks to the hot form of his friend. His wings started to flutter and lift as his imagination ran away with him. Never before did Fluttershy think he would be into Stallions. But, strangely, it seemed that Rainbow Blitz was an exception. The normally sleek muscular form of the athlete was accentuated by the transformation that had been forced upon his body. Fluttershy just couldn't tear his gaze away from that flank as it darted across the sky, teasing him. The beats of powerful cyan wings were hypnotizing, adding to the amazing display. Fluttershy had to admit, the unwanted sex change had been kind to the rainbow.

He was so focused on the stallions form and not his moves that it took him a few moments to realize that Blitz hovering in the air, smirking down at him.

The mighty wings carried their owner on a rapid flight path toward the bashful pegasus on the balcony. Alighting, Rainbow Blitz gave his eccentric mane a swish. His smirk continued to hold as he noticed the eyes of his friend fixed upon him.

Taking note of how the shy pony was squirming, Blitz decided to turn it up a notch and try to get a larger blush from his friend.

Powerful wings hanging limp, the speedster slowly advanced on his nervous friend.

"You know Fluttershy, you're pretty cute for a stallion."

The reaction was instantaneous, the yellow complexion darkened considerably and the nerves showed in his voice. "Y-You mean it?"

"Hay yea!" Still smirking, Blitz wrapped a muscular forehoof around his friend. The hug caused the poor thing to blush profusely as his wings subconsciously sprung outward. Yellow hooves quickly notched the feathery limbs in a futile attempt to conceal the most noticeable problem.

A blue hoof stroked one of the erect appendages and Fluttershy knew he had been found out. Instead of a smart reply all the shy pony received was a heartwarming hug. Giving in to his wishes, Fluttershy hugged back. It was amazing. The warm fuzzes exploded around them making him wish Blitz would never stop. The normally shy pony nuzzled into the embrace, savoring it, drawing in the sweet, sweaty scent of his friend. He was in bliss...

All too soon, his protector broke contact and the yellow stallion felt a pang of anxiety as Dash turned away, his face unreadable._ 'I hope I didn't do anything wrong.'_ Fluttershy worried._ 'Now he might be mad, if she-he's found out then he might not want to be friends anymore.'_

"Hey 'Shy." The over confident voice of Fluttershy's guardian ran out in the silence.

The nervous pony almost jumped sky high at the sound, electing a few filly like giggles from the athletic pony in front. Fluttershy calmed himself _'nothings wrong. I think. I hope...'_

Rainbow Blitz settled down on the balcony overlooking the warped city. He was seemingly oblivious to his friends line of thought, of which Fluttershy was thankful for.

"Come. Sit." The order was not one to be disobeyed. Especially since it came from the hottest mar-stallion in Equestria who just so happened to be lounging in front of Fluttershy's forehooves.

The culprit of the nervous pony's train of thought flicked his tail idly, enjoying the breeze despite the chaotic view.

Fluttershy joined him, lying there on the edge of the balcony overlooking the city. The buttery stallion could feel his heart beating faster and faster as his nerves caused an overdose of adrenaline to be pumped through his system. Bright rosy red eyes locked Fluttershy's timid gaze and the unfortunate pony found himself unable to tear his eyes away._ 'Even as a stallion, you are the most beautiful mare I've ever seen...'_ Realizing his meandering thoughts mistake, he once again blushed furiously and did his best to hide behind his pretty pink mane.

Rainbow Blitz was observing his shy friend out of the corner of his eye. He idly wondered what the hot yellow pegasus might be thinking about. It must be something highly personal and secret since it made him want to hide behind his mane. Probably embarrassing, he thought. Even as a stallion, Fluttershy still managed to look just about adorable, especially in her-his shy moments like this.

"Hey, Flutters, relax. There's nothing to be upset about. You okay?" Dash asked, his voice softening a little bit.

A soft "eep" escaped the creamy yellow stallion as he nodded rapidly. There was no possible way he could admit to why he was feeling this way. How would he? "I...I'm alright, Rainbow... I'm just...just thinking..."

"Really now," Dash leaned closer, as a smirk settled on his features. "Bit for your thoughts, Flutters?"

"Um..." Fluttershy swallowed a bit, unable to look away from his best friend's amazing cerise eyes.

Oh, this was too fun. Getting this kind of reaction out of Fluttershy, stallion or mare, was just adorably priceless. If you asked Dash why he did, he wouldn't be able to offer an answer. But all their lives, it was just something he was admittedly curious of.

"Come on Fluttershy, you can tell me!" Dash chuckled, a confident smirk adorning his features.

"Oh, well... Nothing in particular, nothing..." Fluttershy replied softly, tearing his unsteady gaze away from his crush, doing his best to escape further interrogation.

Tilting his head, Dash studied his longtime companion for a moment before sighing, "Okay, fine. You don't have to tell me. But come on Fluttershy, what you have to say can't be stupid! You know I'd listen to you."

Glancing up into those sincere, passionate cerise eyes, Fluttershy felt his heart do several backflips. Unable to respond, he nodded slowly.

In turn, Dash grinned and placed a hoof on the side of the creamy yellow pony's face in a gentle caress. It was a strange little act of affection, but he didn't care. Fluttershy was worth it.

Fluttershy couldn't do it. He couldn't break the moment and just tell the bold stallion in front of him how he felt. The shy pony broke contact, very reluctantly, with his companion's beautiful rosy red eyes, gazing out over the warped city. The strong stallion beside him mirrored his actions, glancing out over the city in chaos.

Tearing his own gaze from the view before them, all Dash found he could look at any further was his companion. Despite how nervous and flushed he looked, there was still that air of sweet cuteness that even as a stallion, still implemented Fluttershy. Of all the things they had experienced in their lives together, this was likely the most extreme yet the most tame.

Quickly growing tired of the harsh, chaotic view, the shy pegasus let his head rest in his forehooves, closing his eyes. This really was getting to be too much for him. He wanted to be at home, with Angel bunny, the poor gender-swapped thing that she now was. To be away from the epicenter of the damage. To be far away from discord and his evil plans. A tear slowly rolled down his face, he wanted to be someplace warm and cosy... someplace with Rainbow Dash...

Seeing that his companion was distressed, it yet again tore at his heart. Dash slowly scooted closer, wrapping a protective wing around Fluttershy. To further add to it, he even brought a foreleg around his thin form and nuzzled him. "Hey, you okay? I'm sorry this is real hard on you, Flutters."

The protective embrace made the shy pegasus's heart flutter as butterflies attacked his tummy. "I-it's okay Rainbow... I...I just want to be someplace safe and warm... with my animals... I don't belong here. It's dangerous and scary..." He gazed pleadingly into the stunning eyes of his longtime crush, hoping for further comfort to become available.

Dash felt his heartstrings tugged all over again and hugged his companion closer to comfort him. The look in his eyes was all he needed to know. "Hey, hey, I know you. I know you'd prefer that. Tell you what, once we get this whole thing figured out, for the most part, I'll take you home. There you can run and frolic with your little woodland creatures and have a ball." He smiled a bit, wiping his tears from Fluttershy's eyes. "And hey, don't worry. You've still got all of us right here. And I'll be there to protect you, Fluttershy. You're my best friend, you know, and I'll never let you down."

"Thank you Rainbow Dash..." He nuzzled his protector, relishing the sense of ease that washed over his quivering system at the touch. "I-I think I'll be safer here with you...just as long as no pony hurts you...I think I'll be okay."

Chuckling a bit, Dash grinned as he hugged his adorable friend closer. "Definitely, Flutters. Nothing's going to happen to me!"

He paused, just taking a moment to reminisce for a bit, to try to think of happier, better times. Especially in their fillyhood in Cloudsdale. How they'd always been there for each other, good times and bad. He'd always been Fluttershy's protector, it was a part of what came when they hung out together. Many would think he would be tired of it, but in all honesty, he wasn't. There had been times, yes, he went a little overboard in trying to get her to assert herself, all of which he regretted, but he still did like having somepony to take care of. And he would defend her honour any day.

Even with this situation at hoof, it didn't stop the warm feelings that came with hanging out with his longtime best friend. Dash felt more relaxed and at ease, without the need for speed, whenever they were together. Now that Fluttershy was feeling a lot less sad, it only made their little moment a lot better.

Fluttershy snuggled in a little further, laying a wing of his own around his protector. As long as he had his rainbow, the shy pony figured that everything would be okay. Sure there had been times where all that Fluttershy wanted to do was run away and hide. But the bold cyan pegasus had always been there for him, sometimes even having to forcibly keep him by his side.

"Hey, Flutters? You know I mean it, right? Nothing's gonna stop me from protecting you, being there for you. And well, if you really need some help, you know you've got me to turn to." Dash murmured to him, gently angling his face to look into his eyes.

"Y-yes Rainbow... I know. If there's anything I can do for you in return... just let me know." He gave his bold companion a quick nuzzle, leaving his creamy muzzle pressed up against the jutting cyan jaw his best friend.

Dash's wings rose slightly. He smirked a little, his eyes narrowing. "Oh, really? Well...I can think of a few things..." He said in a suggestive tone, licking his lips and running a hoof along Fluttershy's chin.

The shy ex-mare's wings rose in reply. _'What is he going on about...? No... He can't possibly...' _

"You're blushing, Fluttershy," Dash said flirtatiously, giving his body a once-over. "And I think your feathered friends there have a few things to say..." He leaned in, breath hot on the frozen pony's face.

_'my what!?'_ Fluttershy glanced back and a mild look of horror crossed his face. His traitorous wings were a dead giveaway, almost standing straight up. He squirmed on the spot, wanting to get away fromt the torment but unwilling to leave the safety of his friend's protective wing.

"I...I...They... don't have anything to say..." He trailed off feeling very hot under the midday sun.

A chuckle escaped the cyan pegasus before he leaned up and nibbled Fluttershy's ear, before whispering, "I know mine do..."

"Eeep!" Fluttershy nearly leapt up into the air at this.

He did not expect his noramly self centered friend to become so... attached to somepony else all of a sudden. Although Fluttershy did know that his friend was very bold and outgoing... _'What if he's just doing this to prank me?'_

"You know I meant it when I said you were cute, for a stallion, right? Well, I gotta say, the more I think about it...you still are beautiful and so cute, Flutters," came Dash's smooth and suggestive voice in his ear, before his tongue licked along it. He then brought his gaze back down to his companion's, meeting their eyes. "I'm not just saying it, you know."

"T-thank you..." Fluttershy trailed off nervously, feeling like he wanted to slip away. "Y-you're not too bad either..."

This caught Dash off guard for a moment as his own cheeks flushed and he smiled, looking flattered. "Gee...thanks, Fluttershy. That's nice of you to say."

Fluttershy let out a small squeak and pulled his head away, blushing. "I mean... you looked very nice before... but getting changed into a stallion has been much nicer to you than to me..."

"Say what? Oh come on, Fluttershy, don't sell yourself short! Sure, I look awesome no matter what gender I am!" Dash grinned, but then looked serious. "But I meant it. You're still same old Fluttershy, and well...okay, fine, I'll admit it, okay? As a mare you're absolutely beautiful. Hay, I'd even go as far as to say that you're the most beautiful pony I've ever seen. And now that you're a stallion, well, it kinda works on you. You don't look too...well, stallion-ish and yet not too mare-ish, you seem to look like Fluttershy if she were a stallion. You're still the same old Fluttershy though..." He blushed a bit, and then smiled in a suggestive yet sweet manner. "And you'll always be my snuggle bunny." He leaned in closer, laying their foreheads together.

Stunned silence was all the shy pony could manage as he sat there frozen, trying to process the unexpected information. '_What is going on here...? This is past any sort of prank. I...I...Wonder...No...He can't be attracted to me now that I'm a stallion...' _

"Y'know, after all that, as long as you're still Fluttershy on the inside, doesn't matter to me whether you're a mare or stallion!" Dash threw in, hugging him closer and nuzzling their foreheads.

"O-okay... Th-that's nice..." The yellow stallion melted into the hug, finally forgetting all the problems of the outside world.

The shy pegasus breathed deeply. This is it. A perfect time to say what he had been meaning to tell his friend for a long time now... just how much he meant to him in return. How much he wanted to cuddle up with the strong athletic pony at night, go for romantic flights together... even... well... if the stunning rainbow mar-stallion would say yes... even more too.

Breathing deeply, his body quivering, as were his lips, Fluttershy opened his mouth to speak, "...Rainbow...?"

"Yeah?" Dash whispered, his eyelids lowering as he leaned closer to Fluttershy, smirking.

"I...I..." Fluttershy leaned closer also, their breaths intermingling, their lips just barely inches apart. Oh, he was so close! Just a little more and he could finally kiss him.

The bold cyan pegasus peeked out of his closing eyes at the pretty pony in front of him. This was going to be great! He was about to kiss his first ever stallion. And it was Fluttershy! What could've been better about that?

"Fluttershy, Rainbow Dash! Come quic- Oh!" Twilight skidded to a halt in front of the two frozen stallions. "What's going on here?" The purple stallion asked with a worried look upon his face.

At the sight of the interruption, the quivering shy pegasus 'eeped' and hid himself behind his protector. 'Why did he have to do that?'

"Twilight...we were... Wait...what's wrong? I mean, more than usual?" Blitz said, throwing a wing over Fluttershy's cowering figure.

"Luna and I got a plan. We need your muscle and Fluttershy's knowledge of nature. We meet in five. Get ready guys!"

Twilight was already off to the other ponies before Blitz had finally lifted Fluttershy up. Purple hooves thundered across the warped royal floor towards the royal pool in hopes of finding a very certain stallion and prince.

"Bubble Berry! We're going to go capture Discord and Sheogorath. Hand over Celestia and get ready! You're our expert on Sheogorath and we need you. Playtime is over!"

"Okie-dokie-lokie!"

Twilight reached for Celestia with her powerful magic. She could sense that even now her mentor powerful. However, the tiny creature allowed itself to become ensnared in the hold of the scholar.

"Oh Twi', I got an awesome idea! Check this out!" Bubble conjured a large saddlebag and strapped it onto Twilight. "It's a little home for our Prince of the Mud crabs!"

Twilight sighed impatiently before placing an unwilling Celestia into the saddlebag. "Fine. It will do. Come on Bubble or Pinkie- whatever you are! Let's go!"

The tiny arthropod inside of the saddlebag rocked back and forth as the stallions galloped toward their last targets. There was nothing for Equestria's ruler to do except hope that her student and sister could uncover the answers.

Twilight burst into sight of his last two targets. Purity was clearly still in distress and Applejack had a forehoof around his quaking shoulders in a comforting manner.

"I hope ya' got a plan Twilight. You wouldn't come a runnin' if ya' didn't," Applejack dryly asked as he looked up at the intruder.

"Get Purity on his feet! We need him and we especially need you! I'll explain later! Lets go!"

Twilight thundered along past them, leaving no option but to follow the galloping unicorn.

"Are we leaving this place? I must disguise myself! I cannot be shown in such a sta-"

The farmer gently shook his friend, trying to shake some sense into his distraught mind. "Snap out of it! We need ya'! I need ya'! So get on yer feet and let's save Equestria! Come on!"

Applejack hurriedly assisted his friend up. Despite clearly not wanting to, the tearful alabaster equine allowed himself to be led along, after the bookworm.

The pair quickly found themselves in the massive library. The lavender stallion and prince of the moon stood before them waiting for the others to show up.

Bubble Berry burst in, energetic as always. "Oh sorry I'm late guys. I first had to go to the toilet. I never knew that-"

"Bubble Berry please, contain yourself. Prince Luna has something important to say." Twilight did his level best to contain the excitable party pony.

"Okey dokey lokie." A pink hoof maneuvered an invisible zipper across the muzzle, making it clear he was listening.

Prince Luna opened his mouth to speak but was cut off by the sound of a pony crashing into a bookshelf.

"Are you okay?" The quiet voice of Fluttershy made the source of commotion crystal clear.

Twilight winced at the thought of the poor books. Before anything could be done about it the sound of a crashed stallion taking off hit his ears and the scholar threw a protective spell over the nearby books.

"I'm fine Fluttershy. Now keep up. We must be nearly there."

Moments later, the last two members of the group rounded the corner. Blitz crashed to a halt in the middle of the assembled stallions. Twilight felt glad he had used his magic as a safeguard.

Fluttershy gave unnecessary assistance to her crashable friend, who sprang up "Okay egghead why are we in this boring place?"

"Yeah Twilight, tell us yer' plan!" The farmer added.

"Okay... Luna... take it away," Twilight said as she stepped backward.

"THOU MUST LISTEN TO THY! TWILIGHT SPARKLE AND I HAVE DEVISED A TACTICAL APPROACH TO THIS PROBLEM-"

"Prince... they can hear you just fine," Twilight winced.

"ACKNOWLEDGED- oh... okay Twilight. I will cease speaking in such a tone. Now, we must prepare. I have devised a spell that will track Discord and Sheogorath. If the spell finds success, we should surely be able to find them and confront them for a solution. I know the aspect of facing them is intimidating, but have no fear, FOR PRINCE LUNA, ALICORN OF THE NIGHT IS HERE TO PROTECT YOU!"

"You ready guys?" Twilight asked before beginning the spell. "We've been through worse, right?"

"Do it Twilight!" Purity confirmed, hope swirling in his eyes.

The spell began to chaotically cover Twilight's horn. Tiny sparkle swirls of magic pulsed through her nerves. All four hooves were planted firmly on the ground as a countermeasure to the massive mental-recoil of the spell.

"Almost... there..."

Pow!

A magical aura spawned from Twilight's horn. It slowly formed a two dimensional pool that hovered in the air facing the wide eyed assembly of ponies. The glazed pool floated in front of everypony like a still lake. Suddenly ripples spread outwards, as if a stone had been cast into the middle. An audience of confused stallions and a single mud crab gazed into the strange spell as it simmered slowly. After a few long seconds, the ripples faded out and an image appeared, almost as if it were in a mirror or screen.

A male draconequus was perched upon a tree. A tree in the middle of the sky. Discord was also grinning, as if victory was within his grasp. A slight distance away, Sheogorath spread his wings across a pink cloud. A chess set hovered between the duo, waiting patiently for it's masters to make a move.

"IN WHAT PART OF EQUESTRIA DO TREES FLY?"

"Ssh Luna," Twilight whispered. "We might hear something."

Indeed they did, for the two crazed beings were in the middle of something important. "My madness... what is our next plan for ruling Equestria under the fist of chaos and madness?" Discord asked before moving a chest piece forward.

"Rule? That wasn't part of the plan! Ah' was a thinking... How about after Equestria, we could go tae another realm and force th' United States to use an outdated measurin' system!" Sheogorath laughed at his cunning plan of madness. "Oh... then we could go ta the Mario Universe and put a toad in every castle Mario goes to. An' have him say 'But oour Princess is in another castle.' Oh, ain't ah' just a hoot?"

"Yes, but what about Equestria? I want it."

"Well ye' can have it. If ye' can win th' next round."

"Okay. I will just have to add that to my winning streak as well."

"Don' ye' get cocky ma' ol' Discord. Ah has a few fun moves in store fer ye'."

The draconequus grinned in reply to the challenge, moving a chess piece with an aloof claw before opening his mouth and continuing the idle chat, unaware that a group of ponies were watching on from afar.

Petty squabbles exploded onward between the two immortals as they continued their banter. Squabbles that didn't suggest the massive scale of their egos.

"I can't- I can't hold it much longer!" The call from the straining unicorn brought everypony back to reality.

"THE EVIL-DOERS ARE ABOVE THE EVERFREE FOREST! YOU MAY REST TWILIGHT SPARKLE!" The royal voice boomed out across the quiet room.

The magic halted in a manner of seconds. Twilight and Celestia were on the ground as quickly as the spell ceased. Navy hooves wrapped and the exhausted mage. "Twilight? Is thou alright? Speak to me!"

The drained stallion unsteadily rose "Yeah... I'm okay. How about you guys go off and save Equestria? How about I take- take a week off." He collapsed once more upon the floor.

"Come Twilight Sparkle! I shall assist you! We must depart for the Everfree Forest at once!" Luna declared, grabbing Twilight and galloping off towards adventure.


End file.
